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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 16, 2025
GIFTIFY,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42206 |
|
45-2482974 |
(State
of other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
1100
Woodfield Road, Suite 510
Schaumburg,
IL |
|
60173 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (773) 272-5000
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
GIFT |
|
The
Nasdaq Stock Market LLC |
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
On
January 16, 2025, Giftify Inc. (the “Company”) entered into an Executive Employment Agreement (the
“Agreement”) with Balazs Wellisch. Mr. Wellisch was the Chief Technology Officer of Restaurant.com, a wholly-owned subsidiary
of the Company, a pioneer in the restaurant deal space and the nation’s largest restaurant-focused digital deals brand. Under
the terms of the Agreement, Mr. Wellisch is now the Chief Operating Officer (“COO”) of Restaurant.com. Under the terms
of the three-year Agreement, Mr. Wellisch shall receive an annual base salary of $240,000 with a minimum annual merit increase of 5%
of his annual salary in the prior year and a minimum annual bonus of $25,000.
If
the Agreement is terminated by Mr. Wellisch for good reason, or the Company without cause, the Company is obligation to pay Mr. Wellisch
a cash payment, payable in equal installments over a six (6) month period (the “Severance Period), equal to the sum of the following:
(A)
Salary. The equivalent of the lesser of (i) six (6) months of Executive’s then-current base salary or (ii) the remainder of the
term of the Agreement.
(B)
Earned but Unpaid Amounts. Any previously earned but unpaid salary through Executive’s final date of employment with the Company,
and any previously earned but unpaid bonus amounts prior to the date of Executive’s termination of employment.
(C)
Equity. All equity vested at time of termination shall be retained by Executive and all equity that has not vested shall be accelerated
and be deemed vested.
(D)
Other Benefits. The Company shall provide continued coverage for the remainder of the Severance Period under all health, life, disability
and similar employee benefit plans and programs of the Company on the same basis as Executive was entitled to participate immediately
prior to such termination.
Mr.
Wellisch also entered into a confidentiality and non-competition agreement in conjunction with his employment agreement which contains
covenants restricting Mr. Wellisch from engaging in any activities competitive with our business during the term of the employment agreement
and one year thereafter and prohibiting him from disclosure of confidential information regarding our company at any time.
The
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the form of
the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
| Date:
January 21, 2025 |
GIFTIFY,
Inc. |
| |
|
|
| |
By: |
/s/
Ketan Thakker |
| |
|
Ketan
Thakker |
| |
|
President
and CEO |
Exhibit
10.1
EXECUTIVE
EMPLOYMENT AGREEMENT
This
Executive Employment Agreement (this “Agreement”) is made as of the 16th day of January 2025 by and between Restaurant.com,
a Delaware corporation (the “Company”), and Balazs Wellisch, a natural person, residing in the State of California (“Executive”).
WHEREAS,
the Company, a wholly owned subsidiary of Giftify, Inc. (“Parent”), wishes to employ Executive as its Chief Operating Officer
(“COO”) of the Company’s subsidiary, Restaurant.com and Executive wishes to accept such employment;
WHEREAS,
the Company and Executive wish to set forth the terms of Executive’s employment and certain additional agreements between Executive
and the Company.
NOW,
THEREFORE, in consideration of the foregoing recitals and the representations, covenants and terms contained herein, the parties hereto
agree as follows:
The
Company will employ Executive, and Executive will continue to serve the Company, under the terms of this Agreement commencing 16th
day of January, 2025 (the “Commencement Date”) for a term of three (3) years unless earlier terminated under Section
4 hereof. The period of time between the commencement and the termination of Executive’s employment hereunder shall be referred
to herein as the “Employment Period.”
The
Company hereby engages Executive as its COO for Restaurant.com on the terms and conditions set forth in this Agreement including the
terms and conditions of the Employee Proprietary Information, Inventions, and Non-Competition Agreement attached hereto as Exhibit
A and incorporated herein (the “Non-Disclosure Agreement”). Executive agrees to devote the Executive’s entire business
time, attention and energies to the business and interests of the Company during the Employment Period. During the Employment Period,
Executive shall report directly to the CEO (the “CEO”) and shall exercise such authority, perform such executive functions
and discharge such responsibilities as are reasonably associated with Executive’s position, commensurate with the authority vested
in Executive pursuant to this Agreement and consistent with the governing documents of the Company.
| 3. | Compensation
and Benefits |
| (a) | Salary.
During the Employment Period, the Company shall pay to Executive, as compensation for the
performance of his duties and obligations under this Agreement, a base salary of $240,000
per annum, payable semi-monthly. During the Employment Period, Executive shall receive a
minimum merit increase of 5% of previous year annual salary. |
| (b) | Bonus.
During the Employment Period, Executive shall receive a minimum bonus of $25,000 to be paid
in cash, stock or both on terms that shall be mutually acceptable to the Board and Executive
to meet mutually agreed to performance goals. |
| (c) | Options.
Upon execution of this Agreement, Executive shall also be entitled to receive restricted
stock and stock options (together with any stock paid as part of Executive’s bonus,
“Equity”) under the Parent’s 2019 Stock Incentive Plan to acquire shares
of the Parent’s common stock at the discretion of the Board and the Board of Directors
of the Parent. |
| (d) | Other
Benefits. During the Employment Period, Executive shall be entitled to participate in
all of the employee benefit plans, programs and arrangements of the Company, the Parent,
and any other affiliates of the Parent in effect during the Employment Period which are generally
available to senior executives of the Company, the Parent, and any other affiliates of the
Parent, subject to and on a basis consistent with the terms, conditions and overall administration
of such plans, programs and arrangements. In addition, during the Employment Period, Executive
shall be entitled to fringe benefits and perquisites comparable to those of other senior
executives of the Company, the Parent, and any other affiliates of the Parent, including,
but not limited to, standard holidays, twenty (20) days of vacation pay plus five (5) sick/personal
days, to be used in accordance with the Company’s vacation pay policy for senior executives. |
| (e) | Business
Expenses. During the Employment Period, the Company shall promptly reimburse Executive
for all appropriately documented, reasonable business expenses incurred by Executive in the
performance of his duties under this Agreement, including telecommunications expenses and
travel expenses. |
| 4. | Termination
of Employment |
| (a) | Termination
for Cause. The Company may terminate Executive’s employment hereunder for Cause
(defined below). For purposes of this Agreement and subject to Executive’s opportunity
to cure as provided in Section 4(c) hereof, the Company shall have Cause to terminate Executive’s
employment hereunder if such termination shall be the result of: |
| (i) | a
material breach of fiduciary duty or material breach of the terms of this Agreement or any
other agreement between Executive and the Company (including without limitation any agreements
regarding confidentiality, inventions assignment and non-competition) which remains uncured
for a period of fifteen (15) days following receipt of written notice from the Board specifying
the nature of such breach; |
| (ii) | the
commission by Executive of any act of embezzlement, fraud, larceny or theft on or from the
Company; |
| (iii) | substantial
and continuing neglect or inattention by Executive of the duties of his employment or the
willful misconduct or gross negligence of Executive in connection with the performance of
such duties which remains uncured for a period of fifteen (15) days following receipt of
written notice from the Board specifying the nature of such breach; |
| (iv) | the
commission and indictment by Executive of any crime involving moral turpitude or a felony;
and |
| (v) | Executive’s
performance or omission of any act which becomes known to any of the customers, clients,
stockholders or regulators of the Company, and, as found by the Board, threatens to have
or has a material and adverse impact on the business of the Company. |
| (b) | Termination
for Good Reason. Executive shall have the right at any time to terminate his employment
with the Company upon not less than thirty (30) days prior written notice of termination
for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s
opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason
to terminate his employment hereunder if such termination shall be the result of: |
| | (i) | the
Company’s material breach of this Agreement; |
| | | |
| (ii) | A
requirement by the Company that Executive perform any act or refrain from performing any
act that would be in violation of any applicable law; |
| (iii) | A
material and substantial reduction of the Employee’s responsibilities that is inconsistent
with the Employee’s status as a senior executive of the Company, but in each case subject
to the limitations on the Employee’s rights and responsibilities set forth in Section
2; or |
| (iv) | A
requirement that Executive relocate his permanent residence more than thirty (30) miles from
his current address. |
| (c) | Voluntary
Termination. Executive, at his election, may terminate his employment upon not less than
sixty (60) days prior written notice of termination other than for Good Reason. |
| (d) | Termination
Upon Death or Permanent and Total Disability. The Employment Period shall be terminated
by the death of Executive. The Employment Period may be terminated by the Board if Executive
shall be rendered incapable of performing his duties to the Company by reason of any medically
determined physical or mental impairment that can be reasonably expected to result in death
or that can be reasonably be expected to last for a period of either (i) six (6) or more
consecutive months from the first date of Executive’s absence due to the disability
or (ii) nine (9) months during any twelve (12)-month period (a “Permanent and Total
Disability”). If the Employment Period is terminated by reason of a Permanent and Total
Disability of Executive, the Company shall give thirty (30) days’ advance written notice
to that effect to Executive. |
| (e) | Termination
at the Election of the Company. At the election of the Company, otherwise than for Cause
as set forth in Section 4(a) above, upon not less than sixty (60) days prior written notice
of termination. |
| (f) | Termination
for Business Failure. Anything contained herein to the contrary notwithstanding, in the
event the Company’s business is discontinued because continuation is rendered impracticable
by substantial financial losses, lack of funding, legal decisions, administrative rulings,
declaration of war, dissolution, national or local economic depression or crisis or any reasons
beyond the control of the Company, then this Agreement shall terminate as of the day the
Company determines to cease operation with the same force and effect as if such day of the
month were originally set as the termination date hereof. The merger or consolidation of
the Company into another entity, or the sale or assignment of all or substantially all of
the Company’s or business to a third which continues the business of the Company shall
not constitute discontinuation of the Company’s business under this Section 4(f) In
the event this Agreement is terminated pursuant to this Section 4(f), the Executive will
not be entitled to severance pay. |
| 5. | Consequences
of Termination |
| (a) | By
Executive for Good Reason or the Company Without Cause. In the event of a termination
of Executive’s employment during the Employment Period by Executive for Good Reason
pursuant to Section 4(b) or the Company without Cause pursuant to Section 4 (e), the Company
shall pay Executive (or his estate) and provide him with the following, provided that Executive
enter into a release of claims agreement agreeable to the Company and Executive: |
| (i) | Cash
Payment. A cash payment, payable in equal installments over a six (6) month period after
Executive’s termination of employment (the “Severance Period”), equal to
the sum of the following: |
| (A) | Salary.
The equivalent of the lesser of (i) six (6) months of Executive’s then-current
base salary or (ii) the remainder of the term of this Agreement. |
| (B) | Earned
but Unpaid Amounts. Any previously earned but unpaid salary through Executive’s
final date of employment with the Company, and any previously earned but unpaid bonus amounts
prior to the date of Executive’s termination of employment. |
| (C) | Equity.
All Equity vested at time of termination shall be retained by Executive and all Equity that
has not vested shall be accelerated and be deemed vested for purposes of this Section 5. |
| (ii) | Other
Benefits. The Company shall provide continued coverage for the remainder of the Severance
Period under all health, life, disability and similar employee benefit plans and programs
of the Company on the same basis as Executive was entitled to participate immediately prior
to such termination, provided that Executive’s continued participation is possible
under the general terms and provisions of such plans and programs. In the event that Executive’s
participation in any such plan or program is barred, the Company shall use its commercially
reasonable efforts to provide Executive with benefits substantially similar (including all
tax effects) to those which Executive would otherwise have been entitled to receive under
such plans and programs from which his continued participation is barred. In the event that
Executive is covered under substitute benefit plans of another employer prior to the expiration
of the Severance Period, the Company will no longer be obligated to continue the coverages
provided for in this Section 5(a)(ii). |
| (b) | Other
Termination of Employment. In the event that Executive’s employment with the Company
is terminated during the Employment Period by the Company for Cause (as provided for in Section
4(a) hereof) or by Executive other than for Good Reason (as provided for in Section 4(b)
hereof), the Company shall pay or grant Executive any earned but unpaid salary, bonus, and
Options through Executive’s final date of employment with the Company, and the Company
shall have no further obligations to Executive. |
| (c) | Withholding
of Taxes. All payments required to be made by the Company to Executive under this Agreement
shall be subject only to the withholding of such amounts, if any, relating to tax, excise
tax and other payroll deductions as may be required by law or regulation. |
| (d) | No
Other Obligations. The benefits payable to Executive under this Agreement are not in
lieu of any benefits payable under any employee benefit plan, program or arrangement of the
Company, except as specifically provided herein, and Executive will receive such benefits
or payments, if any, as he may be entitled to receive pursuant to the terms of such plans,
programs and arrangements and this Agreement. Except for the obligations of the Company provided
by the foregoing and this Section 5, the Company shall have no further obligations to Executive
upon his termination of employment. |
| (e) | Mitigation
or Offset. Executive shall not be required to mitigate the damages provided by this Section
5 by seeking substitute employment or otherwise and there shall not be an offset of the payments
or benefits set forth in this Section 5. |
This
Agreement and the rights and obligations of the parties hereto shall be construed in accordance with the laws of the State of Delaware,
without giving effect to the principles of conflict of laws.
| 7. | Indemnity
and Insurance |
The
Company shall indemnify and save harmless Executive for any liability incurred by reason of any act or omission performed by Executive
while acting in good faith on behalf of the Company and within the scope of the authority of Executive pursuant to this Agreement and
to the fullest extent provided under the Bylaws, the Certificate of Incorporation and the Delaware General Corporation Law except that
Executive must have in good faith believed that such action was in, or not opposed to, the best interests of the Company, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful.
The
Company shall provide that Executive is covered by Directors and Officers insurance that the Company, the Parent, and any other affiliates
of the Parent provides to other senior executives and/or Board members of the Company, the Parent, and any other affiliates of the Parent.
| 8. | Cooperation
with the Company After Termination of Employment |
Following
termination of Executive’s employment for any reason, Executive shall fully cooperate with the Company in all matters relating
to the winding up of Executive’s pending work on behalf of the Company including, but not limited to, any litigation in which the
Company is involved, and the orderly transfer of any such pending work to other employees of the Company as may be designated by the
Company;. Following any notice of termination of employment by either the Company or Executive, the Company shall be entitled to such
full time or part time services of Executive as the Company may reasonably require during all or any part of the sixty (60)-day period
following any notice of termination, provided that Executive shall be compensated for such services at the same rate as in effect immediately
before the notice of termination.
All
notices, requests and other communications pursuant to this Agreement shall be sent by overnight mail or by electronic mail with proof
of receipt to the following addresses:
If
to Executive:
Balazs
Wellisch
643
Atherton St
San
Marcos, CA 92078
Email:
bwellisch@restaurant.com
If
to the Company:
Giftify,
Inc.
1100
E. Woodfield Road
Building
2
Schaumburg,
IL 60173
Attn:
Ketan Thakker, President and CEO
email:
kthakker@restaurant.com
Any
waiver of any breach of this Agreement shall not be construed to be a continuing waiver or consent to any subsequent breach on the part
of either Executive or of the Company.
| 11. | Non-Assignment
/ Successors |
Neither
party hereto may assign his/her or its rights or delegate his/hers or its duties under this Agreement without the prior written consent
of the other party; provided, however, that (i) this Agreement shall inure to the benefit of and be binding upon the successors and assigns
of the Company upon any sale or all or substantially all of the Company’s assets, or upon any merger, consolidation or reorganization
of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective successors
and assigns were the Company; and (ii) this Agreement shall inure to the benefit of and be binding upon the heirs, assigns or designees
of Executive to the extent of any payments due to them hereunder. As used in this Agreement, the term “Company” shall be
deemed to refer to any such successor or assign of the Company referred to in the preceding sentence.
To
the extent any provision of this Agreement or portion thereof shall be invalid or unenforceable, it shall be considered deleted there
from and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.
This
Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
Executive
and the Company shall submit to mandatory and exclusive binding arbitration, any controversy or claim arising out of, or relating to,
this Agreement or any breach hereof where the amount in dispute is greater than or equal to $50,000, provided, however,
that the parties retain their right to, and shall not be prohibited, limited or in any other way restricted from, seeking or obtaining
equitable relief from a court having jurisdiction over the parties. In the event the amount of any controversy or claim arising out of,
or relating to, this Agreement, or any breach hereof, is less than $50,000, the parties hereby agree to submit such claim to mediation.
Such arbitration shall be governed by the Federal Arbitration Act and conducted through the American Arbitration Association (“AAA”)
in Chicago, Illinois, before a single neutral arbitrator, in accordance with the National Rules for the Resolution of Employment Disputes
of the American Arbitration Association in effect at that time. The parties may conduct only essential discovery prior to the hearing,
as defined by the AAA arbitrator. The arbitrator shall issue a written decision which contains the essential findings and conclusions
on which the decision is based. Mediation shall be governed by, and conducted through, the AAA. Judgment upon the determination or award
rendered by the arbitrator may be entered in any court having jurisdiction thereof.
This
Agreement and all schedules and other attachments hereto constitute the entire agreement by the Company and Executive with respect to
the subject matter hereof and, except as specifically provided herein, supersedes any and all prior agreements or understandings between
Executive and the Company with respect to the subject matter hereof, whether written or oral. This Agreement may be amended or modified
only by a written instrument executed by Executive and the Company.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date above.
| |
Giftify, INC. |
| |
|
|
| |
By: |
/s/ Ketan Thakker |
| |
Name: |
Ketan Thakker |
| |
Title: |
President and CEO |
| |
|
|
| |
/s/ Balazs
Wellisch |
| |
Balazs
Wellisch |
[Signature
Page to Balazs Wellisch Executive Employment Agreement]
Exhibit
A
Employee
Proprietary Information, Inventions, and Non-Competition Agreement
v3.24.4
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Giftify (NASDAQ:GIFT)
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